Three women, one problem

Kate Upton joins Cameron Diaz and Leslie Mann in The Other Woman

The Other Woman. Directed by Nick Cassavetes. Starring Cameron Diaz, Leslie Mann, Nikolaj Coster-Waldau and Kate Upton. Rating: 6 (out of 10)

Cameron Diaz may have top billing but Leslie Mann is the real star of The Other Woman, a sisterhood revenge pic sure to be a big hit with women everywhere.

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And thanks to a bikini'd Kate Upton, you can probably drag your boyfriend to the movie, too.

High-powered lawyer Carly (Diaz) thinks she might finally have met the man of her dreams in Mark (Game of Thrones' Nikolaj Coster-Waldau). Until, that is, she shows up unannounced at his house wearing little more than hotpants and a plunger and runs smack into his wife.

Carly wants to put the whole affair behind her but devoted wife Kate (Mann), acknowledging her suburban bubble for the first time, wants details: "You had sex with my husband 50 times? Don't you have a job? Or a hobby?"

As Kate unravels she turns to her husband's mistress for advice, forcing a weird and unlikely friendship. "Fine," says Carly. "But we're not drinking cosmos and braiding each others' hair." Cue the film's funniest scene, wherein the two women find themselves at the bottom of Carly's closet, doing just that.

The wife and the mistress learn from each other - Carly to be less jaded, and Kate to be tougher and "cry like a winner, on the inside." Witty banter and tequila-fueled nights on the town follow, as the women plan separate futures without Mark.

Things lose momentum when Kate Upton jiggles into the frame, as yet another one of Mark's conquests. "Aww, can we keep her?" asks Kate. Upton just can't keep pace with Mann and Diaz and looks smiley and happy to be there, regardless of what the scene calls for.

With "the lawyer, the wife and the boobs" together anything is possible. The threesome now plot revenge on Mark, who seems to have other women and some shady business dealings on the side. The revenge is relatively tame (hair remover in the shampoo) and the man-bashing is kept to a minimum for a change. The film's focus is more about the friendships and empowerment than catfights and hair-pulling.

Nicki Minaj and Don Johnson have small roles and Taylor Kinney (Chicago Fire) has little to do but look good. Compared to its early energy the third act of the film is too long and the soundtrack threatens to overwhelm the drama in places.

There's nothing new to director Nick Cassavetes' (The Notebook) film, just solid laughs thanks to Mann. The actor does hysterical well, and is never better than when she's a crying, mascara'd wreck. Sure, Mann does physical comedy with panache and isn't above drunk driving (40 Year Old Virgin), spending time on the toilet (The Change-Up) or barfing into her purse (here), but she also makes the transition from house-bound Stepford wife to confident career woman believable. Thanks to her chemistry with Diaz and writer Melissa Stack's decision not to blame the victims, The Other Woman is worth watching.

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